UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported)
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December
29, 2008
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Virtus
Investment Partners, Inc.
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(Exact
Name of Registrant as Specified in
Charter)
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Delaware
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1-10994
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95-4191764
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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100
Pearl St., 9th Floor, Hartford, CT
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06103
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(800)
248-7971
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
As
disclosed in Amendment No. 4 to the Registration Statement on Form 10 and the
related Information Statement, filed as Exhibit 99.1 thereto (the “Form 10 and Information
Statement”) filed by Virtus Investment Partners, Inc. (the “Company”) with the
Securities and Exchange Commission on December 19, 2008, The Phoenix Companies,
Inc. (“Phoenix”), the
Company’s former indirect parent, formally approved the spin-off of the Company
into an independent publicly traded asset management firm. On
December 31, 2008, the spin-off of the Company was completed through a pro
rata dividend of the Company’s common stock, par value $0.01 per share (the
“Common
Stock”), to Phoenix’s shareholders.
In
connection with the spin-off, on December 29, 2008, the Company entered into a
rights agreement of the nature described in the Form 10 and Information
Statement, dated as of December 29, 2008, between the Company and Mellon
Investor Services LLC as Rights Agent (the “Rights
Agreement”). Pursuant to the Rights Agreement, one preferred
share purchase right (a “Right”) was
issued for each share of Common Stock outstanding as of the close of business on
December 31, 2008 (the “Rights Record Date”)
and will be issued for each share of Common Stock that becomes outstanding
between the Rights Record Date and the earlier of the Distribution Date and the
Expiration Date (as such terms are defined below).
The
Rights will initially trade with, and be inseparable from, the Common Stock, and
no separate Rights Certificates will be distributed. Each Right issued will be
subject to the terms of the Rights Agreement, a summary of which is provided
below:
Purchase Price. Once the
Rights become exercisable, each Right will entitle the registered holder to
purchase from the Company one one-thousandth of a share of Series C Junior
Participating Preferred Stock, par value $0.01 per share (the “Series C Preferred
Stock”), of the Company at a price of $75.00 per one one-thousandth of a
share of Series C Preferred Stock, subject to adjustment (the “Purchase
Price”).
Distribution Date. The
distribution date (the “Distribution Date”)
is the earlier of: (1) 10 days following a public announcement that a
person (other than an Exempted Entity (as defined below)) or group of
affiliated or associated persons has acquired beneficial ownership of 15% or
more of the shares of Common Stock then outstanding (an “Acquiring Person”);
or (2) 10 business days (or such later date as may be determined by action of
the Board of Directors of the Company prior to such time as any person or group
of affiliated or associated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to commence, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person (other than an Exempted Entity) or group of 15% or more of
the shares of Common Stock then outstanding.
Exempted Entity. Certain
persons are excluded from the definition of an Acquiring Person (each, an “Exempted Entity”),
including the Company and any of its subsidiaries or employee benefit
plans. In addition, notwithstanding any provision of the Rights
Agreement to the contrary, each and any of Harris Bankcorp, Inc. (the “Harris Investor”),
Bank of Montreal and their direct and indirect controlled affiliates (all such
entities together, the “Harris Investor
Group”) are deemed an Exempted Entity for all purposes under the Rights
Agreement, for so long as the Harris Investor is not in material breach of
Section 7.04 of the Investment and Contribution Agreement (the “Investment
Agreement”), dated as of October 30, 2008, by and among the Company and
Phoenix Investment Management Company, the Harris Investor and Phoenix. In the
event that the Harris Investor is in material breach of Section 7.04 of the
Investment Agreement, then the Harris Investor Group will cease to be an
Exempted Entity; provided, however, that if at such time that the Harris
Investor Group ceases to be an Exempted Entity it beneficially owns 15% or more
of the shares of Common Stock outstanding, notwithstanding anything in the
Rights Agreement to the contrary, it will not be deemed to be or to have become
an Acquiring Person for any purpose under the Rights Agreement unless and until
it acquires beneficial ownership of any shares of Common Stock (other than
pursuant to a dividend or distribution paid or made by the Company on the
outstanding Common Stock or pursuant to a split or subdivision of the
outstanding Common Stock) in excess of the number of shares of Common Stock that
the Harris Investor Group beneficially owns at the time that it ceases to be an
Exempted Entity.
Consequences
of a Person or Group Becoming an Acquiring Person
Flip-In. In the event that
any person or group of affiliated or associated persons becomes an Acquiring
Person, each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive upon exercise of a Right that number of shares of Common Stock having
a market value of two times the Purchase Price.
Flip-Over. If the Company is
acquired in a merger or other business combination transaction or 50% or more of
the Company’s combined assets or earning power are sold after a person or group
of affiliated or associated persons has become an Acquiring Person, each holder
of a Right (other than Rights beneficially owned by the Acquiring Person, which
will be void) will thereafter have the right to receive that number of shares of
common stock of the acquiring company which at the time of such transaction will
have a market value of two times the Purchase Price.
Transfer and Detachment.
Until the Distribution Date, the Rights will be evidenced by book entry in the
Company’s direct registration system. Until the Distribution Date (or earlier
redemption or expiration of the rights), the Rights will be transferred with and
only with the Common Stock, and transfer of those shares will also constitute
transfer of the Rights.
Exercisability. The Rights
are not exercisable until the Distribution Date. The rights will expire (the
“Expiration
Date”) at the earliest of (1) the close of business on June 19, 2011,
unless that date is extended, (2) the time at which the Company redeems the
rights, as described below, or (3) the time at which the Company exchanges the
rights, as described below.
Adjustments. The Purchase
Price payable, and the number of shares of Series C Preferred Stock or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution in the event of stock
dividends, stock splits, reclassifications, or certain distributions with
respect to the Series C Preferred Stock. The number of outstanding Rights and
the number of one one-thousandths of a share of Series C Preferred Stock
issuable upon exercise of each Right are also subject to adjustment if, prior to
the Distribution Date, there is a stock split of the Common Stock or a stock
dividend on the Common Stock payable in Common Stock or subdivisions,
consolidations or combinations of the Common Stock. With certain exceptions, no
adjustment in the Purchase Price will be required until cumulative adjustments
require an adjustment of at least 1% in the Purchase Price.
Series C Preferred Stock.
Shares of Series C Preferred Stock purchasable upon exercise of the Rights will
not be redeemable. Each share of Series C Preferred Stock will be entitled to a
minimum preferential quarterly dividend payment of the greater of (a) $1.00 per
share or (b) an amount equal to 1000 times the dividend declared per
share of Common Stock. In the event of liquidation, the holders of the shares of
Series C Preferred Stock will be entitled to a minimum preferential liquidation
payment of $1,000 per share but will be entitled to an aggregate payment of
1,000 times the payment made per share of Common Stock. Each share of Series C
Preferred Stock will have 1,000 votes, voting together with the Common Stock.
Finally, in the event of any merger, consolidation or other transaction in which
shares of the Common Stock are exchanged, each share of Series C Preferred Stock
will be entitled to receive 1,000 times the amount received per share of Common
Stock. These rights are protected by customary anti-dilution
provisions.
The value
of the one one-thousandth interest in a share of Series C Preferred Stock
purchasable upon exercise of each Right should, because of the nature of the
Series C Preferred Stock dividend, liquidation and voting rights, approximate
the value of one share of Common Stock.
Exchange. At any time after
any person or group of affiliated or associated persons becomes an Acquiring
Person and prior to the acquisition by such person or group of beneficial
ownership of 50% or more of the outstanding shares of Common Stock, the Board of
Directors of the Company may exchange the Rights (other than Rights owned by the
Acquiring Person, which will have become void), in whole or in part, at an
exchange ratio of one share of Common Stock, or one one-thousandth of a share of
Series C Preferred Stock per Right (subject to adjustment).
Redemption. At any time prior
to the time any person or group of affiliated or associated persons becomes an
Acquiring Person, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $0.01 per Right (the “Redemption Price”),
appropriately adjusted to reflect any stock split, stock dividend or similar
transaction. The redemption of the Rights may be made effective at such time, on
such basis with such conditions as the Board of Directors in its sole discretion
may establish. Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
Amendments. The terms of the
Rights may be amended by the Board of Directors of the Company without the
consent of the holders of the Rights, except that the Board of Directors may not
reduce or cancel the Redemption Price and from and after such time as any person
or group of affiliated or associated persons becomes an Acquiring Person, no
such amendment may adversely affect the interests of the holders of the
Rights.
Rights of Holders. Until a
Right is exercised or exchanged, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
Anti-Takeover Effects. The
Rights have certain anti-takeover effects. If the Rights become exercisable, the
Rights will cause substantial dilution to a person or group that attempts to
acquire the Company on terms not approved by the Board of Directors of the
Company, except pursuant to any offer conditioned on a substantial number of
Rights being acquired. The Rights should not interfere with any merger or other
business combination approved by the Board of Directors since the Rights may be
redeemed by the Company at a nominal price prior to the time that a person or
group has acquired beneficial ownership of 15% or more of the outstanding shares
of Common Stock. Thus, the Rights are intended to encourage persons who may seek
to acquire control of the Company to initiate such an acquisition through
negotiations with the Board of Directors. However, the effect of the Rights may
be to discourage a third party from making a partial tender offer or otherwise
attempting to obtain a substantial equity position in the Company’s equity
securities or seeking to obtain control of the Company. To the extent any
potential acquirors are deterred by the Rights, the Rights may have the effect
of preserving incumbent management in office.
In
connection with its entry into the Rights Agreement, the Company has filed with
the Delaware Secretary of State a Certificate of Designations authorizing 30
million shares of Series C Junior Participating Preferred Stock (the “Certificate of
Designations”).
The
Certificate of Designations and the Rights Agreement are attached as Exhibits
3.1 and 4.1, respectively, to this Current Report on Form 8-K and are
incorporated by reference into this item. This description of the Rights
Agreement, the Rights and Series C Preferred Stock does not purport to be
complete and is qualified in its entirety by reference to such
exhibits.
* * * *
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Note
on Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements made in reliance
upon the safe harbor provisions of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These statements may be identified by the use of words such as “anticipate,”
“estimate,” “should,” “expect,” “project,” “intend,” “plan,” “believe” and other
words and terms of similar meaning, in connection with any discussion of the
Company’s business, future strategies, future operating or financial performance
and other future events and circumstances. Forward-looking statements are made
based upon management’s current expectations and beliefs concerning trends and
future developments and their potential effects. They are not guarantees of
future performance. Actual results may differ materially from those suggested by
forward-looking statements as a result of risks and uncertainties which include,
among others, those risks and uncertainties described in the Form 10 and
Information Statement. We undertake no obligation to update or revise publicly
any forward-looking statement, whether as a result of new information, future
events or otherwise.
Item
3.03 Material Modification to Rights of Security Holders.
The
information included in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this item. The Certificate of
Designations and the Rights Agreement are attached as Exhibits 3.1 and 4.1,
respectively, to this Current Report on Form 8-K and are incorporated by
reference into this item.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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3.1
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Certificate
of Designations of Series C Junior Participating Preferred
Stock
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4.1
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Rights
Agreement between Virtus Investment Partners, Inc. and Mellon Investor
Services LLC, as Rights Agent, including the form of Certificate of
Designations of Series C Junior Participating Preferred Stock (as an
Exhibit A thereto), the form of Rights Certificate (as Exhibit B thereto),
and the form of the Summary of Rights (as Exhibit C
thereto)
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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VIRTUS
INVESTMENT PARTNERS, INC.
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Dated: January
2, 2009
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By:
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/s/
Michael A. Angerthal
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Name:
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Michael
A. Angerthal
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Title:
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Chief
Financial Officer
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